Terms & Conditions of Sale

Prices. INTEGRA (IE) reserves the right to increase the price of products by written notice to the Buyer at least thirty days prior to the date of shipment of the products. When quantity price discounts are quoted by IE, the discounts are computed separately for each type of product to be sold and are based upon the quantity of each type and each size ordered at any one time. If any order is reduced or cancelled by Buyer with IE's consent, the prices shall be adjusted to the higher prices, if applicable, for the uncancelled quantity. Unless otherwise agreed, IE reserves the right to ship and bill ten percent more or less than the exact quantity specified.

Non-Standard Products. All purchase orders to Integra Electronics for non-standard products are to be considered non-cancelable and non-returnable. All schedule changes must be requested prior to 45 days of original shipping date. Maximum schedule change “push-out” shall be no more than 30 days from original shipping date. Integra reserves the right to review all schedule and quantity changes and make pricing changes as needed. No credit will be given for products returned without prior authorization from the company.

Taxes. Unless otherwise specified in the quotation, the prices shown do not include any taxes, import or export duties, tariffs, or customs charges. Buyer agrees to pay IE the amount of any federal, state, county, municipal or other taxes, duties, tariffs, or custom charges levied by any jurisdiction, foreign or domestic, which IE is required to pay on account of the ownership at the place of installation or during transit of the material or equipment which is the subject of this contract, or an account of the transportation, sale, or use of the material or equipment.

Payment Terms. Unless otherwise stated in a separate agreement or in IE's quotation, payment terms are thirty days net from date of invoice, subject to approval of IE of amount and terms of credit. IE reserves the right to require payment in advance or C.O.D. and otherwise modified credit terms. When partial shipments are made, payments therefore shall become due in accordance with the above terms upon submission of invoice. If, at the request of Buyer, shipment is postponed for more than thirty days, payment will become due thirty days after notice to Buyer that products are ready for shipment. These terms apply to partial as well as complete shipments of the products. If Buyer fails to pay in accordance with these terms, IE, at its option, may charge Buyer, and Buyer shall pay IE (in addition to the price)interest on the debt at the lesser of 18% per year, or the maximum then permitted by California law, from the due date until Buyer pays the debt in full.

Shipment. All shipments will be made F.O.B. IE's shipping point. In the absence of specific instructions, IE will select the carrier. Title to the material shall pass to the Buyer upon delivery thereof by IE to the carrier or delivery service. Thereupon the Buyer shall be responsible therefore. Products held for Buyer, or stored for Buyer, shall be at the risk and expense of Buyer. Claims against IE for shortages must be made in writing within ten days after arrival of shipment. IE is not required to notify Buyer of the shipment.

Delivery. Shipping dates are approximate.

Packing. Unless otherwise specified, prices quoted herein include normal IE packaging. If special packaging is required by Buyer, an additional charge will be made.

Inspecting. Unless Buyer notifies IE in writing within ten days from the date of receipt of any products that said products are rejected, they will be deemed to have been accepted by Buyer. In order for the notice of rejection to be effective, it must also specify the reasons why the products are being rejected. Any rejected products must be returned to IE within two business days of rejection or the rejection shall be void and of no effect. Notwithstanding the preceding sentence, no return goods will be accepted for credit unless written permission is first obtained from IE.

Limitation of Liability. IE shall not be liable for any loss, damage, cost of repairs, or incidental or consequential damages of any kind whether or not based upon express or implied warranty, negligence, or strict liability arising out of or in connection with the design, manufacture, sale, use, repair, or delivery of the product, or the engineering designs supplied to Buyer. Without limiting the generality of the foregoing: if conditions arise which prevent compliance with delivery schedules, IE shall not be liable for any damage or penalty for delay in delivery, or for failure to give notice of delay, and such delay shall not constitute grounds for cancellation or price adjustment; in addition, IE shall not be liable for delay in delivery without regard to the cause of the delay, and delivery dates shall be deemed extended for a period equal to such delay.

Fair Labor Standards Act. IE certifies that products furnished hereunder have been or will be produced in compliance with the Fair Labor Standards Act, as amended, and regulations and orders of the U.S. Department of Labor issued thereunder. IE agrees that this statement may be considered as the written assurance contemplated by the October 26, 1949 amendment to said Act.

Modifications. Unless otherwise provided, IE reserves the right to modify the specifications of products ordered by the Buyer providing that the modifications do not materially affect the performance.

Termination. In the event of the complete or partial termination or cancellation of this order for the convenience of the Government, settlement shall be made by negotiations in accordance with the Termination Clause for Subcontractors set forth in Armed Services Procurement Regulation 8-706. If Buyer attempts to terminate or cancel this order, entirely or partially, other than for the convenience of the Government, it shall constitute a material breach of contract unless consent to said termination is obtained by Buyer from IE in writing. In any event, the prices of all items delivered, and all items which have been furnished but not yet delivered, will be adjusted upward to the applicable price for the lesser quantities thereby purchased. IE may terminate or cancel this order in whole or in part at any time prior to the completion of performance by written notice to the Buyer without incurring any liability to the Buyer for breach of contract or otherwise.

Indemnity and Waiver of Subrogation. Buyer agrees to indemnify and hold IE harmless from any cost, liability or expense, including attorney's fees, which arises from or relates to any third party claim for personal injury (or death), property damages, or other loss allegedly based upon defective design, material, or workmanship of any product sold or furnished by IE, or allegedly based on any breach by IE of any of its contractual or other obligations. Buyer represents that any liability insurance policies which Buyer may have all provide that subrogation rights against suppliers such as IE are waived. Buyer shall not assign or transfer this contract or any interest in it, or monies payable under it, without the prior written consent of IE, and any attempted assignment made without such consent shall be null and void.

Governing Law. The terms of this Agreement and all rights and obligations under it shall be governed by the laws of the State of California.

Errors. IE reserves the right to correct clerical or stenographic errors or omissions.

Entire Contract. The provisions of this Agreement and any accompanying documents constitute all the terms and conditions agreed upon by the parties and replace and supersede any inconsistent provisions on the face and the reverse side of the Purchase Order, Invoice, and Packing Slip. No modifications of this Agreement shall be valid unless in writing and duly signed by a person authorized by IE. The provisions of this Agreement shall not be modified by any usage of trade, or any course of prior dealing or acquiescence in the course of performance.